Common use of Issues at less than Current Market Price Clause in Contracts

Issues at less than Current Market Price. If and whenever the Company will issue (other than as mentioned in Section 4.1.4) any Shares (other than Shares issued as underlying Shares of ADSs on the exercise of Conversion Rights or on the exercise of any other rights of conversion into, or exchange or subscription for, Shares) or issue or grant (other than as mentioned in Section 4.1.4) any options, warrants or other rights to subscribe for, purchase or otherwise acquire any Shares, in each case at a price per Share which is less than the Current Market Price on the date of announcement of the terms of such issue or grant, each of the Conversion Share Price and the Floor Share Price will be adjusted by multiplying each of the Conversion Share Price and the Floor Share Price in force immediately before such issue by the following fraction: where: A is the number of Shares in issue immediately before the issue of such additional Shares or the grant of such options, warrants or other rights to subscribe for or purchase any Shares; B is the number of Shares which the aggregate consideration receivable for the issue of such additional Shares would purchase at such Current Market Price per Share; and C is the number of Shares in issue immediately after the issue of such additional Shares. References to additional Shares in the above formula will, in the case of an issue by the Company of options, warrants or other rights to subscribe for or purchase Shares, mean such Shares to be issued assuming that such options, warrants or other rights are exercised in full at the initial exercise price on the date of issue of such options, warrants or other rights. Such adjustment will become effective on the date of issue of such additional Shares or, as the case may be, the grant of such options, warrants or other rights.

Appears in 2 contracts

Samples: Convertible Note Purchase Agreement (NaaS Technology Inc.), Convertible Note Purchase Agreement (NaaS Technology Inc.)

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Issues at less than Current Market Price. If and whenever the Company will Issuer shall issue (other otherwise than as mentioned in Section 4.1.4Condition 6.5(d)) any Shares (other than Shares issued as underlying Shares of ADSs on the exercise of Conversion Exercise Rights or on the exercise of options granted by the Issuer pursuant to its employee share option schemes, or any other rights of conversion into, or exchange or subscription for, Shares) or the issue or grant of (other otherwise than as mentioned in Section 4.1.4Condition 6.5(e) any above and other than the options granted by the Issuer pursuant to its employee share option schemes) options, warrants or other rights to subscribe for, or purchase or otherwise acquire any Shares, Shares in each case at a price per Share which is less than 80% of the Current Market Price on the last Trading Day preceding the date of announcement of the terms of such issue or grantissue, each of the Conversion Share Exercise Price and the Floor Share Price will shall be adjusted by multiplying each of the Conversion Share Price and the Floor Share Exercise Price in force immediately before such issue or grant by the following fraction: where: A is the number of Shares in issue immediately before the issue of such additional Shares or the grant of such options, warrants or other rights to subscribe for or purchase any Shares; B is the number of Shares which the aggregate consideration (if any) receivable by the Issuer for the issue of such additional Shares to be issued or otherwise made available or, as the case may be, upon the exercise of any such options, warrants or rights, would purchase at such Current Market Price per Share; and C is the maximum number of additional Shares issued or the maximum number of Shares in issue immediately after the issue that may be issued upon exercise of such additional Sharesoptions, warrants or rights. References to additional Shares in the above formula willshall, in the case of an issue or grant by the Company Issuer of options, warrants or other rights to subscribe for or purchase Shares, mean such Shares to be issued issued, or otherwise made available, assuming that such options, warrants or other rights are exercised in full at the initial exercise price (if applicable) on the date of issue or grant of such options, warrants or other rights. Such adjustment will shall become effective on the date of issue of such additional Shares or, as the case may be, the grant of such options, warrants or other rights.

Appears in 1 contract

Samples: Warrant Subscription Agreement

Issues at less than Current Market Price. If and whenever the Company will shall issue (other otherwise than as mentioned in Section 4.1.4sub- paragraph (iv) above) wholly for cash any Shares (other than Shares issued as underlying Shares of ADSs on the exercise of Conversion Rights or on the exercise of any other rights of conversion into, or exchange or subscription for, Shares) or on the issue or grant of (other otherwise than as mentioned in Section 4.1.4sub-paragraph (iv) any above) options, warrants or other rights to subscribe for, for or purchase or otherwise acquire any Shares, Shares in each case at a price per Share which is less than 90 per cent. of the Current Market Price on the dealing day last preceding the date of announcement of the terms of such issue or grantissue, each of the Conversion Share Price and the Floor Share Price will shall be adjusted by multiplying each of the Conversion Share Price and the Floor Share Price in force immediately before prior to such issue or grant by the following fraction: fraction:- A + B C where: A is the number of Shares in issue immediately before the issue of such additional Shares or the issue or grant of such options, warrants or other rights to subscribe for or purchase any Shares; B is the number of Shares which the aggregate consideration receivable for the issue of such additional Shares would purchase at such Current Market Price per Share; and C is the number of Shares in issue immediately after the issue of such additional Shares. References to additional Shares in the above formula willshall, in the case of an issue or grant by the Company of options, warrants or other rights to subscribe for or purchase Shares, mean such Shares to be issued assuming that such options, warrants or other rights are exercised in full at the initial exercise price on the date of issue of such options, warrants or other rights. Such adjustment will shall become effective on the date of issue of such additional Shares or, as the case may be, the issue or grant of such options, warrants or other rights.

Appears in 1 contract

Samples: Entire Agreement

Issues at less than Current Market Price. If and whenever the Company will Issuer shall issue (other otherwise than as mentioned in Section 4.1.4Condition 7.4 (Rights Issues of Shares or Options over Shares)) any Shares (other than Shares issued as underlying Shares of ADSs on the exercise of Conversion Rights or on the exercise of any other rights of conversion into, or exchange or subscription for, Shares) or issue or grant (other otherwise than as mentioned in Section 4.1.4Condition 7.4 (Rights Issues of Shares or Options over Shares)) any options, warrants or other rights to subscribe for, purchase or otherwise acquire any Shares, Shares in each case at a price per Share which is less than 85 per cent. of the Current Market Price on the date of announcement of the terms of such issue or grantissue, each of the Conversion Share Price and the Floor Share Price will shall be adjusted by multiplying each of the Conversion Share Price and the Floor Share Price in force immediately before such issue by the following fraction: wherefraction:β€Œ Where: A = is the number of Shares in issue immediately before the issue of such additional Shares or the grant of such options, warrants or other rights to subscribe for for, purchase or purchase otherwise acquire any Shares; B = is the number of Shares which the aggregate consideration (if any) receivable for the issue of such additional Shares would purchase at such Current Market Price per Share; and C = is the number of Shares in issue immediately after the issue of such additional Shares. References to additional Shares in the above formula willshall, in the case of an issue by the Company Issuer of options, warrants or other rights to subscribe for or purchase Shares, mean such Shares to be issued assuming that such options, warrants or other rights are exercised in full at the initial exercise price on the date of issue or grant of such options, warrants or other rights. Such adjustment will shall become effective on the date of issue of such additional Shares or, as the case may be, the issue or grant of such options, warrants or other rights.

Appears in 1 contract

Samples: pdf.dfcfw.com

Issues at less than Current Market Price. If and whenever the Company will shall issue (other otherwise than as mentioned in Section 4.1.4Condition 6(C)(4) above) any Shares (other than Shares issued as underlying Shares of ADSs on the exercise of Conversion Rights or on the exercise of any other rights of conversion into, or exchange or subscription for, Shares) or the issue or grant (other otherwise than as mentioned in Section 4.1.4Condition 6(C)(4) any above) of options, warrants or other rights to subscribe for, purchase or otherwise acquire any Shares, Shares in each case at a price per Share which is less than the Current Market Price on the last Trading Day preceding the date of announcement of the terms of such issue or grantissue, each of the Conversion Share Price and the Floor Share Price will shall be adjusted by multiplying each of the Conversion Share Price and the Floor Share Price in force immediately before such issue by the following fraction: whereWhere: A is the number of Shares in issue immediately before the issue of such additional Shares or the grant of such options, warrants or other rights to subscribe for for, purchase or purchase otherwise acquire any Shares; B is the number of Shares which the aggregate consideration (if any) receivable for the issue of such additional Shares would purchase at such Current Market Price per Share; and C is the number of Shares in issue immediately after the issue of such additional Shares. References to additional Shares in the above formula willshall, in the case of an issue by the Company of options, warrants or other rights to subscribe for or purchase Shares, mean such Shares to be issued assuming that such options, warrants or other rights are exercised in full at the initial exercise price on the date of issue of such options, warrants or other rights. Such adjustment will shall become effective on the date of issue of such additional Shares or, as the case may be, the grant issue of such options, warrants or other rights.

Appears in 1 contract

Samples: Subscription Agreement

Issues at less than Current Market Price. If and whenever the Company will Issuer shall issue (other otherwise than as mentioned in Section 4.1.4(4) above) any Shares (other than Shares issued as underlying Shares of ADSs on the exercise of Conversion Rights or on the exercise of the options granted by the Issuer pursuant to its Share Option Schemes, or any other rights of conversion into, or exchange or subscription for, Shares) or the issue or grant of (other otherwise than as mentioned in Section 4.1.4(4) any above and other than the options granted by the Issuer pursuant to its Share Option Schemes) options, warrants or other rights to subscribe for, or purchase or otherwise acquire any Shares, Shares in each case at a price per Share which is less than 80.1% of the Current Market Price on the last Trading Day preceding the date of announcement of the terms of such issue or grantissue, each of the Conversion Share Price and the Floor Share Price will shall be adjusted by multiplying each of the Conversion Share Price and the Floor Share Price in force immediately before such issue or grant by the following fraction: A + B A +C where: A is the number of Shares in issue immediately before the issue of such additional Shares or the grant of such options, warrants or other rights to subscribe for or purchase any Shares; B is the number of Shares which the aggregate consideration (if any) receivable by the Issuer for the issue of such additional Shares to be issued or otherwise made available or, as the case may be, upon the exercise of any such options, warrants or rights, would purchase at such Current Market Price per Share; and C is the maximum number of additional Shares issued or the maximum number of Shares in issue immediately after the issue that may be issued upon exercise of such additional Sharesoptions, warrants or rights. References to additional Shares in the above formula willshall, in the case of an issue or grant by the Company Issuer of options, warrants or other rights to subscribe for or purchase Shares, mean such Shares to be issued issued, or otherwise made available, assuming that such options, warrants or other rights are exercised in full at the initial exercise price (if applicable) on the date of issue or grant of such options, warrants or other rights. Such adjustment will shall become effective on the date of issue of such additional Shares or, as the case may be, the grant of such options, warrants or other rights.

Appears in 1 contract

Samples: Subscription Agreement

Issues at less than Current Market Price. If and whenever the Company will Issuer shall issue (other otherwise than as mentioned in Section 4.1.4(iv) above) any Shares (other than Shares issued as underlying Shares of ADSs on the exercise of Conversion Rights or on the exercise of conversion rights attached to the Existing Convertible Bonds or on the exercise of the options granted by the Issuer pursuant to its employee share option schemes, or any other rights of conversion into, or exchange or subscription for, Shares) or the issue or grant of (other otherwise than as mentioned in Section 4.1.4(iv) any above and other than the options granted by the Issuer pursuant to its employee share option schemes) options, warrants or other rights to subscribe for, or purchase or otherwise acquire any Shares, Shares in each case at a price per Share which is less than 95% of the Current Market Price on the last Trading Day preceding the date of announcement of the terms of such issue or grantissue, each of the Conversion Share Price and the Floor Share Price will shall be adjusted by multiplying each of the Conversion Share Price and the Floor Share Price in force immediately before such issue or grant by the following fraction: A + B where: A is the number of Shares in issue immediately before the issue of such additional Shares or the grant of such options, warrants or other rights to subscribe for or purchase any Shares; B is the number of Shares which the aggregate consideration (if any) receivable by the Issuer for the issue of such additional Shares to be issued or otherwise made available or, as the case may be, upon the exercise of any such options, warrants or rights, would purchase at such Current Market Price per Share; and C is the maximum number of additional Shares issued or the maximum number of Shares in issue immediately after the issue that may be issued upon exercise of such additional Sharesoptions, warrants or rights. References to additional Shares in the above formula willshall, in the case of an issue or grant by the Company Issuer of options, warrants or other rights to subscribe for or purchase Shares, mean such Shares to be issued issued, or otherwise made available, assuming that such options, warrants or other rights are exercised in full at the initial exercise price (if applicable) on the date of issue or grant of such options, warrants or other rights. Such adjustment will shall become effective on the date of issue of such additional Shares or, as the case may be, the grant of such options, warrants or other rights.

Appears in 1 contract

Samples: Subscription Agreement

Issues at less than Current Market Price. If and whenever the Company will shall issue (other otherwise than as mentioned in Section 4.1.4Condition 6(C)(4) above) any Shares (other than Shares issued as underlying Shares of ADSs on the exercise of Conversion Rights or on the exercise of any other rights of conversion into, or exchange or subscription for, Shares) or issue or grant (other otherwise than as mentioned in Section 4.1.4Condition 6(C)(4) any above) options, warrants or other rights to subscribe for, purchase or otherwise acquire any Shares, Shares in each case at a price per Share which is less than 95 per cent. of the Current Market Price on the date of announcement of the terms of such issue or grantissue, each of the Conversion Share Price and the Floor Share Price will shall be adjusted by multiplying each of the Conversion Share Price and the Floor Share Price in force immediately before such issue by the following fraction: whereWhere: A is the number of Shares in issue immediately before the issue of such additional Shares or the issue or grant of such options, warrants or other rights to subscribe for for, purchase or purchase otherwise acquire any Shares; B is the number of Shares which the aggregate consideration (if any) receivable for the issue of such additional Shares would purchase at such Current Market Price per Share; and C is the number of Shares in issue immediately after the issue of such additional Shares. References to additional Shares in the above formula willshall, in the case of an issue by the Company of options, warrants or other rights to subscribe for or purchase Shares, mean such Shares to be issued assuming that such options, warrants or other rights are exercised in full at the initial exercise price on the date of issue or grant of such options, warrants or other rights. Such adjustment will shall become effective on the date of issue of such additional Shares or, as the case may be, the issue or grant of such options, warrants or other rights.

Appears in 1 contract

Samples: Agency Agreement

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Issues at less than Current Market Price. If and whenever the Company will Issuer shall issue (other otherwise than as mentioned in Section 4.1.4Condition 6(d)(4) (Rights Issues of Shares or Options over Shares) above) any Shares (other than Shares issued as underlying Shares of ADSs on the exercise of Conversion Rights or on the exercise of any other rights of conversion into, or exchange or subscription for, Shares) or issue or grant (other otherwise than as mentioned in Section 4.1.4Condition 6(d)(4) any (Rights Issues of Shares or Options over Shares) above) options, warrants or other rights to subscribe for, purchase or otherwise acquire any Shares, in each case at a price per Share which is less than 95% of the Current Market Price on the date of the first public announcement of the terms of such issue or grantissue, each of the Conversion Share Price and the Floor Share Price will shall be adjusted by multiplying each of the Conversion Share Price and the Floor Share Price in force immediately before such issue by the following fraction: where: A is the aggregate number of Shares in issue immediately before the issue of such additional Shares or the issue or grant of such options, warrants or other rights to subscribe for or purchase or otherwise acquire any Shares; B is the number of Shares which the aggregate consideration (if any) receivable for the issue of such additional Shares or, as the case may be, for the Shares to be issued or otherwise made available upon the exercise of any such options, warrants or rights, would purchase at such Current Market Price per Share; and C is the number of Shares in issue immediately after the issue of such additional Shares. References to additional Shares in the above formula willshall, in the case of an issue or grant by the Company Issuer of options, warrants or other rights to subscribe for or purchase or otherwise acquire Shares, mean such Shares to be issued assuming that such options, warrants or other rights are exercised in full at the initial exercise price (if applicable) on the date of issue or grant of such options, warrants or other rights. Such adjustment will shall become effective on the date of issue of such additional Shares or, as the case may be, the issue or grant of such options, warrants or other rights.

Appears in 1 contract

Samples: Subscription Agreement

Issues at less than Current Market Price. If and whenever the Company will shall issue (other otherwise than as mentioned in Section 4.1.4Clause 4(A)(4)) any Shares (other than Shares issued as underlying Shares of ADSs on the exercise of Conversion Subscription Rights or on the exercise of any other rights of conversion into, or exchange or subscription for, Shares) or shall issue or grant (other otherwise than as mentioned in Section 4.1.4Clause 4(A)(4)) any options, warrants or other rights (other than the Subscription Rights under the Warrants) to subscribe for, purchase or otherwise acquire any Shares, Shares in each case at a price per Share which is less than 92.5 per cent. of the Current Market Price on the date of the first public announcement of the terms of such issue grant or grantissue, each of the Conversion Share Subscription Price and the Floor Share Price will shall be adjusted by multiplying each of the Conversion Share Price and the Floor Share Subscription Price in force immediately before such issue by the following fraction: whereA + B C Where: A is the aggregate number of Shares in issue immediately before the issue of such additional Shares or the grant of such options, warrants or other rights to subscribe for for, purchase or purchase otherwise acquire any Shares; B is the number of Shares which the aggregate consideration receivable for the issue of the maximum number of Shares to be issued or the exercise of such additional Shares options, warrants or other rights would purchase at such Current Market Price per Share; and C is the aggregate number of Shares in issue immediately after the issue of such additional Shares. References to additional Shares in the above formula willshall, in the case of an issue by the Company of options, warrants or other rights to subscribe for for, purchase or purchase otherwise acquire Shares, mean such Shares to be issued assuming that such options, warrants or other rights are exercised in full at the initial exercise price on the date of issue or grant of such options, warrants or other rights. Such adjustment will shall become effective on the date of issue of such additional Shares or, as the case may be, the issue or grant of such options, warrants or other rights.

Appears in 1 contract

Samples: www1.hkexnews.hk

Issues at less than Current Market Price. If and whenever the Company will Issuer shall issue (other otherwise than as mentioned in Section 4.1.4Condition 5.5.2(a) (Rights Issues of Shares or Options over Shares)) any Shares (other than Shares issued as underlying Shares of ADSs on the exercise of Conversion Rights or on the exercise of any other rights of conversion into, or exchange or subscription for, Shares) or issue or grant (other otherwise than as mentioned in Section 4.1.4Condition 5.5.2(a) any (Rights Issues of Shares or Options over Shares)) options, warrants or other rights to subscribe for, purchase or otherwise acquire any Shares, in each case at a price per Share which is less than 95% of the Current Market Price on the date of the first public announcement of the terms of such issue or grantissue, each of the Conversion Share Price and the Floor Share Price will shall be adjusted by multiplying each of the Conversion Share Price and the Floor Share Price in force immediately before such issue by the following fraction: where: A is the aggregate number of Shares in issue immediately before the issue of such additional Shares or the issue or grant of such options, warrants or other rights to subscribe for or purchase or otherwise acquire any Shares; B is the number of Shares which the aggregate consideration (if any) receivable for the issue of such additional Shares or, as the case may be, for the Shares to be issued or otherwise made available upon the exercise of any such options, warrants or rights, would purchase at such Current Market Price per Share; and C is the number of Shares in issue immediately after the issue of such additional Shares. References to additional Shares in the above formula willshall, in the case of an issue or grant by the Company Issuer of options, warrants or other rights to subscribe for or purchase or otherwise acquire Shares, mean such Shares to be issued assuming that such options, warrants or other rights are exercised in full at the initial exercise price (if applicable) on the date of issue or grant of such options, warrants or other rights. Such adjustment will shall become effective on the date of issue of such additional Shares or, as the case may be, the issue or grant of such options, warrants or other rights.

Appears in 1 contract

Samples: Subscription Agreement

Issues at less than Current Market Price. If and whenever the Company will issue (other than as mentioned in Section 4.1.4) any Shares (other than Shares issued as underlying Shares of ADSs on the exercise of Conversion Rights or on the exercise of any other rights of conversion into, or exchange or subscription for, Shares) or issue or grant (other than as mentioned in Section 4.1.4) any options, warrants or other rights to subscribe for, purchase or otherwise acquire any Shares, in each case at a price per Share which is less than the Current Market Price on the date of announcement of the terms of such issue or grant, each of the Conversion Share Price and the Floor Share Price will be adjusted by multiplying each of the Conversion Share Price and the Floor Share Price in force immediately before such issue by the following fraction: C where: A is the number of Shares in issue immediately before the issue of such additional Shares or the grant of such options, warrants or other rights to subscribe for or purchase any Shares; B is the number of Shares which the aggregate consideration receivable for the issue of such additional Shares would purchase at such Current Market Price per Share; and C is the number of Shares in issue immediately after the issue of such additional Shares. References to additional Shares in the above formula will, in the case of an issue by the Company of options, warrants or other rights to subscribe for or purchase Shares, mean such Shares to be issued assuming that such options, warrants or other rights are exercised in full at the initial exercise price on the date of issue of such options, warrants or other rights. Such adjustment will become effective on the date of issue of such additional Shares or, as the case may be, the grant of such options, warrants or other rights.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (NaaS Technology Inc.)

Issues at less than Current Market Price. If and whenever the Company will Issuer shall issue (other otherwise than as mentioned in Section 4.1.4Condition 6(c)(4) (Rights Issues of Shares or Options over Shares) above) any Shares (other than Shares issued as underlying Shares of ADSs on the exercise of Conversion Rights or on the exercise of any other rights of conversion into, or exchange or subscription for, Shares) or shall issue or grant (other otherwise than as mentioned in Section 4.1.4Condition 6(c)(4) (Rights Issues of Shares or Options over Shares) above) any options, warrants or other rights (other than the Conversion Rights under the Bonds, which excludes any further bonds issued pursuant to Condition 15 (Further Issues)) to subscribe for, purchase or otherwise acquire any Shares, in each case at a price per Share which is less than the Current Market Price per Share on the date of the first public announcement of the terms of such issue or grantissue, each of the Conversion Share Price and the Floor Share Price will shall be adjusted by multiplying each of the Conversion Share Price and the Floor Share Price in force immediately before such issue by the following fraction: where: A is the aggregate number of Shares in issue immediately before the issue of such additional Shares or the grant of such options, warrants or other rights to subscribe for or purchase or otherwise acquire any Shares; B is the number of Shares which the aggregate consideration receivable for the issue of the maximum number of Shares to be issued or the exercise of such additional Shares options, warrants or other rights would purchase at such Current Market Price per Share; and C is the aggregate number of Shares in issue immediately after the issue of such additional Shares. References to additional Shares in the above formula willshall, in the case of an issue by the Company Issuer of options, warrants or other rights to subscribe for for, purchase or purchase otherwise acquire Shares, mean such Shares to be issued assuming that such options, warrants or other rights are exercised in full at the initial exercise price on the date of issue of such options, warrants or other rights. Such adjustment will shall become effective on the date of issue of such additional Shares or, as the case may be, the grant issue of such options, warrants or other rights.

Appears in 1 contract

Samples: Agency Agreement

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